Pfizer, Inc. · NYSE:PFE
Pfizer — Merger or Acquisition (July 2019)
29 slides from Pfizer's merger presentation, Jul 29, 2019
Slide 1: A New Champion for Global Health
+ + A New Champion for Global Health July 29, 2019
Slide 2: Safe Harbor Provision
Safe Harbor Provision + This communication contains “forward-looking statements”. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the proposed t
Slide 3: Safe Harbor Provision: Additional Information
Safe Harbor Provision + ADDITIONAL INFORMATION This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sa
Slide 4: Executive Commentary
Executive Commentary + Robert Coury Albert Bourla Chairman, Mylan CEO, Pfizer 4
Slide 5: A New Champion for Global Health
+ + A New Champion for Global Health
Slide 6: Transaction Summary
Transaction Summary + • Mylan and Upjohn combining in a Reverse Morris Trust transaction, expected to be tax- Deal free to Pfizer shareholders • Mylan shareholder vote required; no shareholder vote required for Pfizer Terms • Transaction is subject to customary closing conditions, including receipt
Slide 7: A New Champion for Global Health
A New Champion for Global Health + + Accelerates shared commitments to expand access to medicine Capable of meeting the world’s diverse therapeutic needs and meeting evolving health needs Leader in treating communicable and non-communicable diseases Good for patients, payors, governments and health
Slide 8: A Powerful Combination
A Powerful Combination + NewCo Strong Footprint in US and Europe Enhanced Global Scale and Unique Footprint in Asia and Geographic Reach the Emerging Markets Diverse Portfolio Across all Key Sustainable, Diverse and Trusted, Iconic Off-Patent Brands Therapeutic Areas Differentiated Portfolio and Pip
Slide 9: Compelling Financial Profile
Compelling Financial Profile + Commitment to Solid Investment Grade Profile, Maintaining Strategic Flexibility and Delivering Shareholder Friendly Capital Returns 2020 Pro Forma Outlook $19 - 20bn $7.5 - 8.0bn > $4bn Expected Revenue Expected Adjusted EBITDA Expected Annual FCF with a margin of ~40%
Slide 10: Today's Competitive Landscape
Today’s Competitive Landscape + Selected Large Cap Pharma The Opportunity Selected Spec Pharma / Generics $54 1 Global leader with diverse, $49 2020E Worldwide Sales ($bn) differentiated and $43 durable product portfolio $24 $23 $19 - $20bn $17 $10 $55 $5 $3 $2 NewCo2 2020E EBITDA 48% 34% 32% 36% 56
Slide 11: A Unique Company – No Direct Pharma Peer Set
A Unique Company – + No Direct Pharma Peer Set Balanced A leader in the Durable EBITDA geographic presence world’s growth markets margin profile Solid investment grade Enhanced and Substantial profile and balance sheet sustainable cash flow dividend 11
Slide 12: Combination Highlights
Combination Highlights + Enhanced Global Scale and Geographic Reach Sustainable, Diverse and Differentiated Portfolio and Pipeline Powerful Combination of Best-in-Class Capabilities with World Class Management Team Strong and Sustainable Cash Flows with Attractive Shareholder Returns 12
Slide 13: Regionally Balanced Revenue Footprint
Regionally Balanced Revenue + Footprint 2020E Pro Forma Revenue Mix Outlook by Geography NewCo Emerging Emerging Developed Emerging Developed Developed Markets Markets Markets Markets Markets ~15% ~15% Markets ~15% (NA & EU) (NA & EU) (NA & EU) ~75% ~30% ~55% Asia Pacific ~10% Asia Pacific ~30% Asia
Slide 14: Diversification Across Product Categories
Diversification Across Product + Categories 2020E Pro Forma Revenue Mix Outlook by Product Type NewCo Biologics US Gx Biologics 6% 7% 4% OTC OTC US Gx 6% US Gx 9% 20% 15% Ex-US Gx 19% Rx 33% Ex-US Gx 32% Rx 56% Rx 93% Sustainable, Diverse And Differentiated Portfolio Note: Rx = Brands; Gx = Generics
Slide 15: NewCo's Geographic Opportunities
NewCo’s Geographic Opportunities + 2020E Pro Forma Revenue Mix Outlook by Geography Asia Pacific Emerging Markets Developed Markets (NA & EU) (~30%) (~15%) (~55%) API1 10% Other Other 20% Countries 25% ARV2 Other United China 25% 40% Majority is Sub- States 40% Saharan Africa 45% 4 EU5 Japan 3 35% 3
Slide 16: Strong Diversified Pipeline
Strong Diversified Pipeline + Notable Approvals Notable Pipeline (RLD1) OSD2 Mesalamine (Canasa) Sterile products (Copaxone) Topicals/ TDS3 (Estrace) (Suboxone) Biosimilars and Insulins (Neulasta) (Lantus) (Herceptin) Respiratory Targeting ~$3bn in New Revenue from Products Expected to Launch by 202
Slide 17: Combination Highlights
Combination Highlights + Enhanced Global Scale and Geographic Reach Sustainable, Diverse and Differentiated Portfolio and Pipeline Powerful Combination of Best-in-Class Capabilities with World Class Management Team Strong and Sustainable Cash Flows with Attractive Shareholder Returns 17
Slide 18: Powerful Commercial Presence Drives Global Growth
Powerful Commercial Presence + Drives Global Growth Extensive Commercial Reach and Leading Position in Key Growth Markets 165+ ~3,000 Combined Talent from Both Countries Brands and Companies Served Molecules Strong Platform and Partnership Network Protect Brand Value and Maximize Pipeline Potential
Slide 19: Best-in-class Manufacturing and Supply Network
Best-in-class Manufacturing + and Supply Network Complex Doses OSD Injectable API Countries 25 Sites 7 Sites 8 Dosage Form Sites 11 Sites >80bn Produced Annually 165+ Served Manufacturing Site Locations Troisdorf, Germany Galway, Ireland Little Island, Dublin, Ireland (3) Ireland Warsaw, Poland St.
Slide 20: Combination Highlights
Combination Highlights + Enhanced Global Scale and Geographic Reach Sustainable, Diverse and Differentiated Portfolio and Pipeline Powerful Combination of Best-in-Class Capabilities with World Class Management Team Strong and Sustainable Cash Flows with Attractive Shareholder Returns 20
Slide 21: Revenue and EBITDA Contributions
Revenue and EBITDA Contributions + $ in billions Expected Pro Forma 2020 Revenue Expected Pro Forma 2020 Adjusted EBITDA $7.5 - 8 $19 - 20 $3.8 - 4.1 ~$0.25 $7.5 - 8.0 $12 - 12.5 $3.5 - 3.7 NewCo Synergies NewCo Note: 2020 Pro Forma Outlook reflects Lyrica US LOE and China Volume Based Procurement 2
Slide 22: Significant Operational Efficiencies
Significant Operational Efficiencies + Estimated Annual Cost ~$1,000 Savings Post-Close ($mm) ~$750 ~$500 ~$250 Year 1 Year 2 Year 3 Year 4 Significant Cost Synergies of at Least $1bn Annually Anticipated by 2023 Expected to Further Enhance Existing Combined EBITDA and Cash Flows 22
Slide 23: Financial Outlook
Financial Outlook + 2020 Pro Forma Outlook Forward Commentary Near-term: Modest revenue growth $19 – Moderate Growth as organic volume growth is offset by pricing pressure in the Mid to 20bn Long Term Longer-term: Accelerating pipeline Expected delivery to drive moderate growth Revenue $7.5 – ~40% E
Slide 24: Financial Outlook (Cont'd)
Financial Outlook (Cont’d) + Other Targets Forward Commentary Near-term: Significant cash ≤ 2.5x flows support repayment of Targeted by the scheduled 2020-21 debt maturities End of 2021 Gross Leverage Long-term: Continue to target Target leverage ≤ 2.5x ≥ 25% Potential for Near-term: Initiate divide
Slide 25: Key Takeaways
Key Takeaways + Enhanced Global Scale and Geographic Reach Sustainable, Diverse and Differentiated Portfolio and Pipeline Powerful Combination of Best-in-Class Capabilities Strong and Sustainable Cash Flows with Attractive Shareholder Returns Relentless Focus on Total Shareholder Returns 25
Slide 26: Comments by Pfizer on RemainCo
+ Comments by Pfizer on RemainCo
Slide 27: Innovation-Focused Leader Following Closing
Innovation-Focused Leader + Following Closing Pfizer Maintains Significant Financial Strength With Potential for Enhanced Growth Off of a Smaller Base ~$40 bn Mid 30s% $11 – 12bn Expected 2020 Revenue Expected Income Anticipated Operating base Before Taxes (IBT) Cash Flow first full year Margin post
Slide 28: Questions & Answers
+ + A New Champion for Global Health Questions & Answers
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